What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-12 compared with 2025-08-14 · 55 added, 40 removed, 174 unchanged (35% of the section changed)

20 unchanged sentences

have neither engaged in any operations nor generated any revenues to date.

Our only activities since inception through June 30, 2025

were organizational activities, those necessary to prepare for the IPO described below and identifying a target company for our initial

Business Combination.

We do not expect to generate any operating revenues until after the completion of our initial Business Combination.

Our only activities since inception through September 30,

2025 were organizational activities, those necessary to prepare for the IPO described below and identifying a target company for our

initial Business Combination.

We do not expect to generate any operating revenues until after the completion of our initial Business

We expect to generate non-operating income in the form of interest income on cash and investments held in trust account.

We expect that

we will incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance),

as well as for due diligence expenses in connection with searching for, and completing, a Business Combination.

the three months ended June 30, 2025, we had a net income of $383,558, which consists of a loss of $259,113 derived from formation and

operating costs, offset by interest earned on cash and investments held in the Trust Account of $640,013, and bank-interest income of

the six months ended June 30, 2025, we had a net income of $788,235, which consists of a loss of $494,912 derived from formation and

operating costs, offset by interest earned on cash and investments held in the Trust Account of $1,276,187, and bank-interest income

the period from May 27, 2024 (inception) through June 30, 2024, we had a net loss of $59,919, which resulted entirely from formation

and operating costs.

We expect that we will incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and

auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, a Business Combination.

the three months ended September 30, 2025, we had net income of $415,606 which consisted of a loss of $234,096 derived from formation

and operating costs, offset by interest earned on cash and investments held in the Trust Account of $648,039 and bank interest income

the nine months ended September 30, 2025, we had net income of $1,203,841, which consisted of a loss of $729,008 derived from formation

and operating costs, offset by interest earned on cash and investments held in the Trust Account of $1,924,226 and bank interest income

the period from May 27, 2024 (inception) through September 30, 2024, we had a net loss of $91,197, which resulted entirely from formation

and operating costs incurred prior to the IPO.

Capital Resources and Going Concern

3 unchanged sentences

a private placement to the Sponsors, generating total gross proceeds of $2,300,000.

the Initial Public Offering and the private placement, an aggregate of $60,000,000 ($10.00 per Unit) was placed in the Trust Account.

We incurred transaction costs amounted to $3,722,528 (net of $300,000 underwriters cash reimbursement of deferred offering cost), consisting

of $1,200,000 of cash underwriting fees, $2,100,000 of deferred underwriting fees, and $566,978 of other offering costs.

the six months ended June 30, 2025, cash used in operating activities was $281,836.

the Initial Public Offering and the private placement, an aggregate of $60,000,000 ($10.00 per Unit) was placed in the Trust

We incurred transaction costs amounted to $3,722,527 (net of $300,000 underwriters cash reimbursement of deferred offering

cost), consisting of $1,200,000 of cash underwriting fees, $2,100,000 of deferred underwriting fees, and $422,527 of other offering

the nine months ended September 30, 2025, cash used in operating activities was $377,356.

Net income of $1,203,841 was reduced by

of interest earned on the Trust Account and $6,959 of bank-interest income.

Changes in operating assets and liabilities used $206,116

of cash for operating activities.

of June 30, 2025, we had cash and investments held in the Trust Account of $62,028,266.

We intend to use substantially all of the funds

held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete

our Business Combination.

To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our

Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the

target business or businesses, make other acquisitions and pursue our growth strategies.

of June 30, 2025, we had a cash balance of $183,418 and a working capital of $203,540.

We intend to use the funds held outside the Trust

Account primarily to pay existing accounts payable, identify and evaluate target business combination candidates, perform business due

diligence on prospective target businesses, pay for travel expenditures to plants or similar locations of prospective target businesses

or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate

and complete a Business Combination, and to pay for directors and officers liability insurance premiums.

$1,924,226 of interest earned on cash and investments held in the Trust.

operating assets and liabilities provided $343,029 of cash for operating activities.

For the nine months ended September 30, 2025, cash

used in investing activities was $600,000.

which represents the extension payment deposited into an escrow account maintained by the Company’s

trustee, Continental, in connection with the Company’s extension of the deadline to consummate a Business Combination.

are subject to possible redemption by the Company’s public shareholders in accordance with the terms of the Trust Account.

For the nine months ended September 30, 2025, cash provided by financing activities was $600,000 ,

consisting of $300,000 of proceeds from promissory notes and $300,000 of proceeds from promissory notes – related party.

of September 30, 2025, we had cash and investments held in the Trust Account of $62,676,305.

We intend to use substantially all of the

funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable),

to complete our Business Combination.

To the extent that our share capital or debt is used, in whole or in part, as consideration to

complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations

of the target business or businesses, make other acquisitions and pursue our growth strategies.

of September 30, 2025, we had a cash balance of $87,898 held outside the Trust Account and working capital deficit of $481,777.

intend to use the funds held outside the Trust Account primarily to pay existing accounts payable, identify and evaluate target business

combination candidates, perform business due diligence on prospective target businesses, pay for travel expenditures to plants or similar

locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of

prospective target businesses, structure, negotiate and complete a Business Combination, and to pay for directors and officers liability

insurance premiums.

addition, we could use a portion of the funds not being placed in trust to pay commitment fees for financing, fees to consultants to

85 unchanged sentences

23, 2024, no amounts were outstanding under the Promissory Note and the Promissory Note then expired upon the consummation of the IPO.

On September 9, 2025, Cayson Holding LP, one of the Sponsors, issued an unsecured promissory note to the Company,

pursuant to which the Company borrowed an aggregate amount of $300,000 (the “Extension Note”).

The Extension Note is non-interest

bearing and are repayable in full upon consummation of a Business Combination.

The proceeds from the Extension Note were deposited into

escrow account managed by the Company’s trustee, Continental.

Such funds are subject to possible redemption by the Company’s public shareholders in accordance with the terms of the Trust Account,

and were used to extend the period of time the Company has to consummate a Business Combination from September 23, 2025 to January 23,

As of September 30, 2025, $300,000

was outstanding under the Extension Note.

to Related Party

7 unchanged sentences

On September 26, 2024, the Sponsor initiated the wire to return the $25,000 to

As of June 30, 2025 and December 31, 2024, there is no outstanding balance due to the related party.

As of September 30, 2025 and December 31, 2024, there is no outstanding balance due to the related party.

from Related Party

1 unchanged sentence

On September 26, 2024, the Sponsor initiated the wire to return the $25,000 to the Company.

As of June 30, 2025 and December 31, 2024,

As of September 30, 2025 and December 31,

2024, there is no outstanding balance due from the related party.

Services Agreement

Company engaged TenX Global Capital LP (“TenX”) as a related party consultant in connection with the formation and initial

Company engaged TenX Global Capital LP as a related party consultant in connection with the formation and initial

public offering.

1 unchanged sentence

deferred offering costs for these services.

As of June 30, 2025 and December 31, 2024, no amounts remain outstanding.

As of September 30, 2025 and December 31, 2024, no amounts remain outstanding.

Administration

1 unchanged sentence

month to the close of the Business Combination, to compensate it for the Company’s use of its office, utilities and personnel.

As of June 30, 2025 and December 31, 2024, an administration fee of $4,194 has been accrued to accrued expenses, respectively.

As of September 30, 2025 and December 31, 2024, an administration fee of $4,194 has been accrued to accrued expenses, respectively.

Capital Loans

3 unchanged sentences

Capital Units”) at a price of $10.00 per unit at the option of the lender.

As of June 30, 2025 and December 31, 2024, the Company

has not incurred any such loans.

As of September 30, 2025 and December 31, 2024, the

Company has not incurred any such loans.

Contractual Obligations

33 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis